Independent Contractor Agreement - University of …...THE GOVERNORS OF THE UNIVERSITY OF CALGARY, a...

Contract No. 2016ICAXXXX

U of C Reference RFP #

INDEPENDENT CONTRACTOR AGREEMENT

BETWEEN:

FULL/PROPER COMPANY NAME

AND

THE GOVERNORS OF THE UNIVERSITY OF CALGARY

Date: Month, Day, Year

INDEPENDENT CONTRACTOR AGREEMENT

BETWEEN:

FULL NAME OF WRITER/NAME OF COMPANY

(whose name appears on the signature line of this Agreement),

[either an Alberta corporation, having an office at the City of _____, in the Province of

________ / [, an individual who resides at the City of _______ in the Province of ________]

("Contractor")

AND:

THE GOVERNORS OF THE UNIVERSITY OF CALGARY,

a corporation continued pursuant to the

Post-Secondary Learning Act, S.A. 2003, C. P-19.5

(the "University")

WHEREAS the University requires certain services;

AND WHEREAS Contractor has represented that Contractor is skilled in providing those

services;

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the

mutual covenants and agreements herein provided, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

Unless the context otherwise requires, the following terms and expressions shall have the

meanings set forth below whenever used in this Agreement:

"Agreement", "this Agreement", "herein", "hereof", "hereunder" or similar

expressions refer to this agreement and not to any particular article, section, paragraph,

clause or other part of this Agreement, and includes the Appendices attached to this

Agreement and any and every amending agreement and agreement supplemental or

ancillary hereto or in implementation hereof;

"Claims" means actions, causes of action, claims, demands, losses, liabilities, costs and

expenses whatsoever;

"Effective Date" shall have the meaning set out in Appendix "A" attached to this

Agreement;

"Expiry Date" shall have the meaning set out in Appendix "A" attached to this

Agreement;

"Invoice" shall have the meaning set out in Appendix "B" attached to this Agreement;

"Notice" shall have the meaning set out in Section 8.2;

"Services" means those services to be provided by Contractor, as more particularly

described in Article 2 and in Appendix "A" attached to this Agreement;

"Term" shall have the meaning set out in Section 4.1;

"University Liaison" shall have the meaning set out in Section 2.3;

"University Indemnitees" means the University, its affiliates and their respective

governors, directors, officers, agents and employees;

"Works" shall have the meaning set out in Section 5.2(a).

1.2 Headings, etc.

The division of this Agreement into Articles, Sections, paragraphs and clauses and the

insertion of headings is for convenience of reference only and shall not affect the

construction or interpretation of this Agreement. Unless otherwise stated, all references

in this Agreement to articles, sections, paragraphs or clauses are to those in this

Agreement.

1.3 Plurality and Gender

Words importing the singular number only shall include the plural and vice versa and

words importing the masculine gender shall include the feminine gender and words

importing individuals shall include firms, corporations and governments and

governmental authorities and vice versa.

1.4 Currency

All references in this Agreement to dollars and cents are to lawful currency of Canada,

unless otherwise provided in Appendix "B".

1.5 Appendices

The parties hereto may revise the Appendices from time to time and each such revision

shall be initialled by both parties and attached to this Agreement as a new Appendix

which shall be identified by a consecutive reference number (ie. Appendix "A1", "A2",

"A3", etc.).

ARTICLE 2

SERVICES AND PERSONNEL

2.1 Contractor to Provide

Contractor shall provide the Services set out in Appendix "A" attached to this Agreement,

on the terms and conditions set out therein and in this Agreement (the "Services") in an

efficient, competent and professional manner satisfactory to the University.

2.2 Conflict of Interest Disclosure

Contractor covenants and warrants to the University that it does not have, and is not

aware of, any conflict or potential “conflict of interest” (as such term is defined in the

University’s Code of Conduct Policy, which may be revised from time to time) between

Contractor and the University. Failure by the Contractor to disclose any conflict, or

potential conflict, of interest may result in the termination of this Agreement at the sole

discretion of the University.

2.3 University Liaison

Liaison by Contractor with the University respecting the Services shall be with the

University liaison identified in Appendix "A" or such other person as the University may

identify from time to time (the "University Liaison"). Contractor shall comply with all

reasonable instructions and directions given to it by the University Liaison on behalf of

the University.

2.4 University Policies

Contractor shall comply with all of the applicable policies and procedures of the

University, of which it has notice, as the same may be revised from time to time.

2.5 Standards of Performance

(a) Contractor represents to the University throughout the Term, and acknowledges

that the University has relied on such representation in entering into this

Agreement, that it and its employees, agents and permitted subcontractors

performing the Services possess the necessary qualifications, knowledge, skills,

expertise and experience to carry out the Services and Contractor agrees to

perform the Services to the standards of a specialist in the area of the Services to

be provided to the University under this Agreement.

(b) Contractor shall, at all times during the Term of the Agreement, act in the best

interests of the University and shall perform the Services in a competent,

workmanlike and professional manner using due care and diligence.

(c) In performing the Services, Contractor shall be knowledgeable of and comply

with all applicable laws, orders, regulations, ordinances, standards, codes and

other rules of all lawful authorities and applicable regulatory bodies including, but

not limited to, the Employment Standards Code, as amended, and all regulations

made thereunder and the Occupational Health and Safety Act, as amended, and all

regulations made thereunder.

(d) Contractor shall be responsible, at no cost to the University, to provide such

additional services on a prompt basis as may be necessary to remedy any defects

or deficiencies in the Services caused by the negligent acts or omissions of

Contractor or by its failure to perform the Services in accordance with the

provisions of this Agreement.

(e) Where applicable, Contractor shall take all reasonable measures in the

performance of the Services to minimize disturbance or damage to the

surrounding environment.

(f) At its own expense, Contractor shall obtain all permits and/or licenses that are

required by law for the carrying out of the Services.

2.6 Qualifications / Expertise

Contractor hereby covenants, represents and warrants to the University throughout the

Term and acknowledges that the University has relied upon such covenants,

representations and warranties in entering into this Agreement that Contractor, its

employees, agents, and permitted subcontractors possesses the qualifications and

expertise set out in Appendix "A".

2.7 Independent Contractor

(a) It is specifically agreed and understood that Contractor is providing the Services

as an independent contractor and neither Contractor nor its employees, agents or

representatives shall be deemed to be nor shall they represent themselves as being

employees, agents or representatives of the University for any purpose

whatsoever.

(b) Nothing contained in this Agreement shall be deemed or construed by the parties

as creating the relationship of employer/employee, principal and agent,

partnership or a joint venture relationship between the parties hereto.

(c) The University is not responsible in any way for acts or omissions of Contractor,

its employees, agents, representatives or any persons under the control or

supervision of Contractor or for whom Contractor is responsible at law.

(d) Contractor shall be responsible for all acts or omissions of its employees, agents,

representatives or other persons under its control or for whom Contractor is

responsible at law and will be responsible for such individual's wages, salaries or

other remunerations or compensation arising in connection with the performance

of this Agreement and for all taxes, withholdings or contributions in respect

thereof which are or may hereafter be imposed by law, including, but not limited

to, the collection and remittance of federal and provincial income taxes, workers'

compensation, Employment Insurance and Canada Pension Plan contributions,

and Contractor further agrees to indemnify and save the University Indemnitees

harmless for any Claims arising in respect of same.

(e) The Contractor acknowledges and agrees that the Contractor shall not receive

University business cards nor shall the Contractor directly or indirectly produce,

manufacture or disseminate any business cards or methods of identification that

utilize the name of the University and/or any of the University’s logos,

trademarks and/or other proprietary marks and information.

2.8 Hours

Contractor shall be at liberty to determine the hours of the day during which it will

perform the Services, provided Contractor agrees to the extent possible to endeavour to

make itself available to the University during the University's normal business hours

Monday to Friday, unless the performance of the Services otherwise requires other

specific hours, as set out in Appendix "A". The University may require Contractor to be

available to perform the Services at such other times as may be requested by the

University from time to time during the Term, as set out in Appendix "A".

2.9 Commencement of the Services

This Agreement must be signed by both the University and Contractor and a

purchase order must be generated before Contractor commences the Services. Any

Services performed prior to the Agreement being signed and a purchase order being

generated is at Contractor’s sole risk and the University is not obligated to pay for

such Services.

ARTICLE 3

PAYMENT

3.1 Payment

The University shall pay Contractor the fees and expenses set forth in accordance with

the terms of Appendix "B" attached hereto for performance of the Services in accordance

with this Agreement.

3.2 G.S.T.

Contractor acknowledges that it is registered to collect Canadian goods and services tax

("G.S.T.") and shall concurrently with the execution of this Agreement provide the

University with Contractor's G.S.T. registration number.

3.3 Invoices

Contractor shall deliver invoices and original supporting documentation in respect of

each such invoice to the University at the times and in the manner set out in Appendix

"B" attached hereto.

3.4 Expenses

Contractor shall be reimbursed only for expenses first approved in writing by the

University, unless otherwise stipulated in Appendix "B". Other than the pre-approved

expenses set out in Appendix "B", the University will not be liable for and will not pay

any unapproved expenses.

ARTICLE 4

TERM AND TERMINATION

4.1 Term

This Agreement shall be effective as of the Effective Date and shall continue in full force

and effect until the Expiry Date set out in Appendix "A", or until the expiry of any

renewal period referred to in Appendix A, if applicable (in each case, the "Term"),

provided that this Agreement may be terminated prior to such Expiry Date, or expiry of

the renewal period, if applicable, as expressly provided herein and provided further that

those provisions that expressly survive termination of this Agreement shall survive as

expressly stated.

4.2 Termination For Cause

(a) The University shall have the right to terminate this Agreement by giving seven

(7) days prior written notice to Contractor or to Contractor's receiver or trustee in

bankruptcy, if applicable, and without further liability to the University hereunder

and without prejudice to any other right or remedy the University may have, if at

any time during the Term Contractor shall:

(i) commit an act of bankruptcy or be adjudged bankrupt or make a general

assignment for the benefit of creditors, or if a receiver is appointed over all

or a material portion of the business and assets of Contractor, or if

Contractor is insolvent, or if Contractor has ceased to perform the Services

or has made an assignment of this Agreement or has subcontracted any of

the Services without the prior written consent of the University;

(ii) be guilty of fraud or dishonesty or serious misconduct or commit an

immoral act in circumstances that would make it illegal or unsuitable for

Contractor to continue to discharge its duties hereunder;

(iii) commit an act of gross insubordination relating to the directions or

instructions given or made by the University;

(iv) fail to carry out the Services in accordance with its covenants herein and

fail to correct the default or fail to provide an acceptable schedule for the

correction of the default within five (5) working days of being given

notice by the University to do so; or

(v) be in default of any covenant, warranty or representation given by it, or

binding upon, herein.

(b) If Contractor is in default of any of its obligations under this Agreement or fails in

any respect to perform the Services or any portion thereof in accordance with this

Agreement, the University may, without prejudice to any other rights or remedies

it may have at law or in equity:

(i) correct or remedy such default and Contractor shall pay to the University

immediately upon demand by the University an amount equal to all costs,

charges, expenses, including legal fees on a solicitor and its own client

basis, and damages incurred or sustained by the University by reason of

Contractor's default together with an administrative fee of 15%; or

(ii) terminate this Agreement forthwith upon written notice to Contractor.

4.3 Termination Without Cause by the University

The University shall be entitled to terminate this Agreement without cause, upon giving

Contractor thirty (30) days prior written notice, together with written notification of the

Services, if any, Contractor is required to complete during the said notice period. In such

event, the University shall pay Contractor all accrued unpaid amounts due to Contractor

hereunder and amounts due to Contractor in respect to the Services the University

requires to be done during the notice period. Subject thereto, Contractor will not be

entitled to any further payment or compensation arising from or connected with early

termination of this Agreement.

ARTICLE 5

OWNERSHIP OF WORK PRODUCTS AND MATERIALS

5.1 University Property

Any records, information, data, documents and materials provided by the University to

Contractor for its use in the performance of the Services shall remain the property of the

University and shall be returned by Contractor to the University, without cost to the

University, upon the University's request and, in any event, upon the expiration or

termination of this Agreement, in the same condition as when received by Contractor,

reasonable wear and tear excepted.

5.2 Intellectual Property

(a) Subject to Subsection 5.2(e) below, all inventions, copyrightable works,

discoveries, improvements, industrial designs, and other intellectual and

proprietary rights conceived, originated, or prepared by Contractor in connection

with or as a result of providing the Services (collectively, the “Works”) shall be

and are hereby deemed to be the exclusive property of the University and

Contractor agrees to forthwith disclose in writing to the University each of the

same.

(b) Contractor hereby irrevocably assigns any right, title and interest and all

intellectual property rights whatsoever that it had, has or may have in and to each

Work, to and in favour of the University, free of any compensation to Contractor

beyond the compensation paid to Contractor pursuant to this Agreement, and

Contractor further waives and represents to the University it has obtained waivers

of, in and to the Works.

(c) The University's rights in and to the Works will include, without limitation, the

right to make, use, sell, lease, license and otherwise dispose of the Works or items

or things embodying the Works. It will be presumed, absent presentation of

sufficient evidence to the University to satisfactorily rebut the presumption, that

any Works asserted to have been conceived, made, or reduced to practice, or

prepared or developed (as the case may be) by Contractor, alone or with others, in

the six (6) month period immediately following the termination of this Agreement

that relate to the actual, contemplated, or foreseeable business of the University,

were made during the Term of this Agreement with the University and are subject

to the provisions of this Article 5.

(d) The filing and prosecution of all patents, industrial designs, trademarks, and

copyright applications arising in connection with or as a result of providing the

Services shall be solely under the control of and at the cost of the University and

ownership of any patents, industrial designs, trademarks and copyrights resulting

therefrom and applications therefor shall vest solely in the University. Contractor

agrees to provide during the Term of this Agreement and for a reasonable time

thereafter, at the expense of the University, all necessary information, materials,

and assistance to enable the University to proceed with the filing and prosecution

of all patents, industrial designs, and copyright applications.

(e) The University hereby excludes from the effect of this Article 5 any

documentation, information, inventions or intellectual property that Contractor

owns, acquires (except by receipt from the University), conceives or originates

prior to the coming into effect of this Agreement.

(f) Contractor hereby warrants that it has not and shall not breach nor infringe any

patent, copyright, trademark, trade secret, or other proprietary right owned or

acquired by third parties as a result of or in the course of the performance of the

Services and agrees to indemnify the University Indemnitees with respect to all

Claims arising from any such breach or infringement.

5.3 Confidential Information

(a) Contractor agrees that any confidential information, including information

identified as confidential or proprietary or reasonably understood as being of a

confidential or proprietary nature and not available to or disclosed to the public,

concerning the University, its operations, business, students, customers, forecasts,

plans and proposals, records, information, data, documents, photographs and

materials disclosed to it by the University or otherwise acquired or developed by

Contractor in performing the Services will not be:

(i) published or disclosed to any third party, except to those of its officers,

employees and professional advisors who are directly concerned with the

use, development or application of such records, information or material in

the performance of the Services and undertake to maintain confidentiality

in respect thereof; or

(ii) used, sold or otherwise disposed of for value by Contractor, other than in

the performance of the Services under this Agreement.

(b) Contractor shall comply with any rules or directions made or given by the

University with respect to safeguarding or ensuring the confidentiality of the

information, data, documents or materials referred to in Section 5.3(a).

5.4 Confidentiality and the Freedom of Information and Protection of Privacy Act

(a) Contractor and the University acknowledge that this Agreement and the

relationship between Contractor and the University will be subject to the

provisions of The Freedom of Information and Protection of Privacy Act

(Alberta), as amended, replaced or restated from time to time, and any other

applicable privacy legislation.

(b) In the event that proceedings under The Freedom of Information and Protection of

Privacy Act (Alberta), as amended, are commenced respecting this Agreement or

the relationship between Contractor and the University hereunder, and should

Contractor decide, in its sole discretion, to contest the disclosure of any document

in respect of the foregoing, then Contractor shall appoint counsel, control the

conduct of such proceedings and fund all costs associated with the conduct

thereof. Notwithstanding the foregoing, the University may, at its sole cost and in

its sole discretion, attend or make representations during any proceedings

pursuant to The Freedom of Information and Protection of Privacy Act (Alberta),

as amended, or otherwise exercise those rights provided to it thereunder.

(c) In the event that Contractor obtains access to or custody of the University records

and data, Contractor agrees to comply with the provisions of The Freedom of

Information and Protection of Privacy Act (Alberta), as amended, as well as with

the other provisions of this Agreement relating thereto and all other applicable

laws.

ARTICLE 6

INDEMNITY AND LIABILITY

6.1 Indemnification

Contractor shall indemnify and hold harmless the University Indemnitees from and

against all Claims resulting, directly or indirectly, from any default by Contractor under

this Agreement and/or the acts, omissions of Contractor, its employees, agents,

subcontractors, or anyone for whom Contractor may be liable at law in the performance

of or failure to perform Contractor's obligations herein.

6.2 Indemnity for Taxes

In the event that any taxing authority, for whatever reason, seeks from the University

payment of taxes on or in respect of this Agreement, Contractor shall indemnify the

University Indemnitees from any such payments and any fines, interest or penalties

related thereto, within 30 days of the University claiming same from Contractor.

Contractor further agrees that the University may set off an amount equal to any such

taxes (including any applicable fines, interest and penalties) from any fees due to

Contractor herein.

6.3 Disclaimer of Damages

Neither party shall be liable to the other party for incidental, consequential or punitive

damages, under any circumstances, including loss of anticipated profits, arising from any

cause whatsoever whether based upon breach of contract (fundamental or otherwise),

tort, offences and quasi offences, strict liability, or any other theory of law.

ARTICLE 7

ASSIGNMENT

7.1 Assignment

Contractor shall not assign any of its rights or obligations under this Agreement without

the University's prior written consent, which consent may be unreasonably and arbitrarily

withheld. Any assignment in violation of this Section 7.1 is void and of no effect.

7.2 Subcontracting

(a) Contractor may subcontract all or part of the Services upon the prior written

consent of the University, which consent may be unreasonably or arbitrarily

withheld, provided any such subcontracting shall not relieve Contractor from its

obligations herein.

(b) Nothing contained herein shall create any contractual relationship between any

permitted subcontractor of the Contractor and the University.

ARTICLE 8

GENERAL

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the

Province of Alberta and the federal laws of Canada applicable thereto. The parties attorn

to the exclusive jurisdiction of the Alberta courts with respect to any matters arising

under this Agreement.

8.2 Notice and Communication

(a) Any notices or other communications required under this Agreement to be made

between the parties ("Notice") shall be in writing and shall be delivered by

facsimile, by courier delivery or by registered mail, addressed to the addresses set

out in Appendix "A":

(b) If the Notice is delivered by courier delivery it shall be considered to have been

received by the addressee on the actual date of receipt (or the next business day if

sent on a holiday or a non-business day of the recipient).

(c) If the Notice is delivered by registered mail, it shall be considered to have been

received by the addressee five (5) days after the date of mailing (or the next

business day if the fifth day falls on a holiday or a non-business day of the

recipient).

(d) If the Notice is sent by fax, it will be effective on the date of transmission (or the

next business day if sent on a holiday or a non-business day of the recipient), with

written confirmation.

(e) Either party hereto may change its address by notice in writing sent to the other

party pursuant to this Section 8.2.

8.3 Amendment; No Waiver

This Agreement may not be amended except in writing duly executed by each of the

parties hereto. No action or failure to act by the University or Contractor shall constitute a

waiver of any right or duty afforded either party under the Agreement, nor shall any such

action or failure to act constitute an approval of or acquiescence in any breach hereunder,

except as may be specifically agreed to in writing between the parties.

8.4 Survival

The provisions of Sections 2.7(d),5.2(f),5.3,5.4,6.1, and 6.2 shall survive the expiration or

termination of this Agreement.

8.5 Entire Agreement

This Agreement, including the Appendices attached hereto, contains the entire agreement

of the parties in respect of the subject matter of this Agreement and no addition, variation

or amendment of this Agreement shall take place except by agreement in writing between

the parties.

8.6 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be

deemed an original, but all of which when taken together constitute one and the same

Agreement.

IN WITNESS WHEREOF this Agreement has been duly executed by the parties as of the dates

written below

THE GOVERNORS OF THE

UNIVERSITY OF CALGARY

Per:___________________________________

Title:__________________________________

Date:__________________________________

CONTRACTOR

Company (or Individual)

Name: _________________________________

____________________________ Per:___________________________________

Witness (if individual)

Title:__________________________________

Date:__________________________________

A-1

APPENDIX "A"

SERVICES

A.1. TERM:

(a) Effective Date: Month, Day, Year

(b) Expiry Date: Month, Day, Year

(c) RENEWAL: ___ no; ___ yes ______ period (years/months). If yes, the parties

shall confirm renewal in writing 30 days prior to the above Expiry Date;

A.2. UNIVERSITY LIAISON: Name/Title/Department

A.3. DESCRIPTION OF SERVICES TO BE PROVIDED:

(Type of service required, response time, contractor responsibilities, specific service

tasks, etc.)

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

A.4 QUALIFICATIONS / EXPERTISE: (Trade certificates, bonded, years’ experience,

required membership and associations, etc.)

Contractor, its employees, agents, and permitted subcontractors shall, throughout the

Term, possess the following qualifications and expertise:

____________________________________________________________

____________________________________________________________

____________________________________________________________

A-2

A.5 SPECIFIC HOURS (if any): ______________________________________________

A.6 NOTICES:

a) If to the University:

Contact Name

Supply Chain Management

Physical Plant Building Rm 65

3838 24th

Avenue NW

Calgary, AB T2N 1N4

Phone: xxx-xxx-xxxx

Fax: xxx-xxx-xxxx

Email:

If to Contractor:

Full Company Name

Company Address

City, Province Postal Code

Attn: Contact Name of Vendor, Title

Phone: xxx-xxx-xxxx

Fax: xxx-xxx-xxxx

Email:

_________ ________ Initial Initial

University Contractor

B-1

APPENDIX "B"

PAYMENTS

B.1. FEES:

The University will pay Contractor for the Services a fee at the rate of: [check the

applicable option]:

(a) $_______ per hour;

(b) at cost (substantiated by invoices);

(c) $_______ per month flat fee;

(d) $_______ flat fee for the performance of this Agreement); or

(e) other (eg. pre-payment plus flat fee, or payment schedule etc.): (specify)

____________________________________________________________

____________________________________________________________

for the Services completed to the satisfaction of the University pursuant to this

Agreement.

For all alternatives selected, except (d), payment will be made to Contractor within ___

days of date of each invoice from Contractor detailing the Services performed, the

individuals performing each of the Services and the time spent for each of the Services

and any other information required pursuant to Section B.3 (the "Invoice").

If alternative (d) is selected, payment will be made to Contractor within 30 days of date

of the final Invoice from Contractor.

B.2. CURRENCY: (if other than Canadian) ______________________________________

B.3. INVOICES:

Contractor shall submit their invoice to the Accounts Payable department at the

University as per the agreed frequency with a copy (clearly marked “COPY”) to the

University Liaison. Invoices must, in addition to the information required under Section

B.1., contain, at a minimum, the following information:

(a) Purchase order number issued by the University;

(b) Contract number issued by the University;

(c) Description of Services performed during the applicable payment period;

(d) Fee per Service and total amount of invoice inclusive of GST;

B-2

(e) Invoice number and billed to the University of Calgary.

B.4. APPROVAL OF INVOICES:

(a) The University shall verify the Invoices and approve them for payment. If

approved, Payment shall be made by the University to Contractor within thirty

(30) days from date of Invoice, provided that in addition to the other provisions of

this Agreement, the University may withhold payment to such an extent as may

be necessary to protect the University from loss due to:

(1) Contractor not making satisfactory progress in carrying out the Services

herein;

(2) defects or deficiencies in the Services provided by Contractor that were

not remedied as set forth herein;

(3) failure of Contractor to make payments promptly to its permitted

subcontractors for services, materials or labour supplied in respect of the

Services;

(4) an amount reasonably required by the University to protect itself against

claims for unpaid bills and accounts related to the provision of the

Services for which the University may be liable, including costs incurred

by the University in dealing with such claims;

(5) fees and reimbursable expenses relating to work done by Contractor that is

not within the scope of the Services.

(b) Should the University not approve the full amount claimed in any Invoice, the

Contractor will provide an amended invoice to be paid. The Contractor should

provide a subsequent invoice upon remedying the problem identified by the

University.

B.5. EXPENSES:

(a) Contractor shall be reimbursed only for expenses first approved in writing by the

University. The University will not be liable for and will not pay any unapproved

expenses.

(b) PRE-APPROVED EXPENSES (if any):

B-3

B.6. CONTRACTOR'S G.S.T. REGISTRATION NUMBER: XXXXXXXXXXRT

OR if not applicable…

Not applicable;

Contractor agrees that it is not registered to collect Canadian G.S.T. and confirms

that it is, and will remain during the Term, under the $30,000 earnings per year

threshold and not be required by Canada Revenue Agency to obtain a G.S.T.

registration number.

_________ ________ Initial Initial

University Contractor

B-4

APPENDIX "C"

OBLIGATIONS

PART I: THE WRITER’S OBLIGATIONS

C.1 TRUTHFULNESS AND ACCURACY

(a) The Writer will not deliberately write a dishonest, plagiarized, or inaccurate statement into the proposals or report. The

Writer shall reveal any conflict of interest or possible conflict of interest to a representative of the Client, hereinafter called

Editor, upon receiving the assignment.

C.2 SOURCES

(a) The Writer will be prepared to support all statements in the manuscript and to assist the checker in verifying statements of

fact.

C.3 LIBEL

(a) The Writer shall alert the Editor to special circumstances regarding a story that could present legal risks to the Client. In the

case of a libel action, the Writer shall support the Client morally and by appearing for the defense, if requested.

C.4 DEADLINES

(a) The Writer shall deliver a clean, typed, and / or word-processed manuscript on or before the agreed deadline. If the Writer

cannot meet the deadline, the Writer shall give the Editor reasonable notice in advance of the agreed deadline. The Writer

may not set a new deadline without the Editor’s consent.

(b) If the Writer fails to complete the assignment on deadline without the Editor’s consent to an extension, the Editor has the

right to terminate this agreement and make no further payment to the Writer.

C.5 REVISIONS

(a) The Writer and Editor will discuss the content, style, revisions, focus, and point of view to be used in the manuscript. The

Writer will then use his or her best efforts to write the article within the agreed parameters and will obtain the consent of

the Editor before departing from any of them.

(b) If the manuscript, as submitted, fails to fall within the agreed parameters, the Editor may require the Writer to revise the

manuscript. The Writer and Editor will agree on the suitable time for making these revisions and any minor updates.

C.6 UPDATING

(a) If delays in publication or changes in the circumstances surrounding a subject make extensive updating of a manuscript

necessary, the Writer will update the manuscript, at the previously negotiated hourly rate, if his or her other commitments

permit.

(b) If offered the opportunity to update the manuscript, the Writer must immediately advise the Client if other commitments

preclude the Writer being able to complete the update as per the Client’s deadline.

C.7 EDITORIAL CHANGES

(a) The Writer will be available for discussion and consultation during the editing process.

B-5

PART II: THE PUBLICATION’S OBLIGATIONS

C.8 SOURCES

(a) The Publisher/Client will respect any promises of confidentiality the Writer has made in the course of obtaining

information.

C.9 REVISIONS

(a) In requesting revisions to a manuscript, the Editor will give reasonable, detailed instructions as to the nature and extent of

the required changes.

(b) If the Editor requests revisions that involve significant departure from the previously agreed upon approach or treatment,

the Writer may refuse to revise the manuscript and still be entitled to full payment. If the Writer agrees to do the revisions,

he or she will be paid for the time spent rewriting at a rate or for a fee to be negotiated.

(c) “Significant departures” include: (a) new research; (b) change of focus; (c) change of style.

C.10 UPDATING

(a) If the manuscript requires extensive updating for the reasons mentioned in Section 6, the Client will pay the Writer for

updating at the previously negotiated hourly rate.

C.11 EDITORIAL CHANGES

(a) The Editor will give the Writer an opportunity to read the final edited version of the manuscript reasonably in advance of

its publication.

C.12 ACCEPTANCE AND PAYMENT

(a) The Editor will notify the Writer of his or her acceptance or rejection of the manuscript within 15 days of (a) delivery of

the manuscript, or (b) the deadline, whichever is later; otherwise the manuscript shall be considered accepted by the Client.

(b) If for any reasons unrelated to the originally agreed upon requirements of the assignment, the Publisher Client decides not

to use the delivered manuscript, the Client will pay the Writer the agreed fee and expenses in full.

(c) If the manuscript is accepted by the Editor or another person with apparent authority to do so and is later considered to be

unacceptable, the Client will pay the Writer the agreed fee and expenses in full.

C.13 KILL FEE

(a) If the Writer delivers a manuscript that fails to meet the originally agreed upon requirements of the assignment and if the

Editor considers that the manuscript cannot be made acceptable through rewriting, the Editor may terminate the assignment

by providing the Writer with written notice and paying the Writer not less than one half of the agreed fee, plus the Writer’s

expenses to date.

(b) If the Editor wishes to cancel this agreement after work has begun, the Client will pay a reasonable fee, to be negotiated, to

compensate the Writer for work done prior to termination.

B-6

PART III: RIGHTS

C.14 COPYRIGHT

(a) The Client retains the copyright in all manuscripts written under this agreement, whether or not an article is

published.

(b) Unless specified otherwise, the Client has the right to enter the manuscript into and retrieve the manuscript from a

computerized information storage and retrieval system only for the purpose of preparing the manuscript for publication,

and may store the article in its database for legal purposes only, including documentation of the assignment.

(c) Where a manuscript is rejected, and in all other instances where the assignment is terminated prior to publication of the

article, all rights remain with the Client. The Writer may not submit the manuscript elsewhere for publication.

C.15 REVERSION OF RIGHTS

(a) If the Publisher/Client accepts a manuscript but does not publish it within 12 months of acceptance, the Writer shall have

the option to revert, by written notice, all rights licensed herein without penalty or cost.

(b) If the assignment terminates prior to publication, all rights granted under this agreement shall revert to the Client. The

Client may retain a copy only for the purposes of documenting the assignment.

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